UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2016

Chemical Financial Corporation

(Exact Name of Registrant as

Specified in its Charter)

Registrant's telephone number, including area code:  (989) 839-5350

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Effective at 5:01 p.m. Michigan time on August 31, 2016, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated January 25, 2016, by and between Talmer Bancorp, Inc. (“Talmer”) and Chemical Financial Corporation (“Chemical”), Talmer was merged with and into Chemical, with Chemical as the surviving corporation in the merger (the “Merger”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Talmer Class A common stock was converted into the right to receive 0.4725 shares of Chemical common stock and $1.61 in cash, without interest.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to Chemical’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 26, 2016, and is incorporated by reference herein.

Before completion of the Merger, there were no material relationships among Chemical or any of its affiliates, directors or officers or any associate of such directors or officers, and Talmer or any of its affiliates, except those provided for in the Merger Agreement.

Effective as of the effective time of the Merger, Dennis L. Klaeser (age 58), became Executive Vice President Chief Financial Officer of Chemical. Prior to this position, Mr. Klaeser served as Chief Financial Officer and Managing Director of Talmer and Talmer Bank and Trust, a position he held since May 2010. Mr. Klaeser succeeds Lori A. Gwizdala, who became Executive Vice President of Special Projects for Chemical.

Effective as of the effective time of the Merger, and as required under the Merger Agreement, Gary Torgow, David T. Provost, Ronald A. Klein, Barbara J. Mahone and Arthur A. Weiss were appointed directors of Chemical. Mr. Torgow will serve as Chairman of Chemical, succeeding David B. Ramaker, and Mr. Provost will serve as Vice Chairman of Chemical. Mr. Torgow previously served as Chairman of Talmer, Mr. Provost previously served as Chief Executive Officer and President of Talmer. Each of Messrs. Klein and Weiss and Ms. Mahone previously served as directors of Talmer.

Effective as of the effective time of the Merger, Chemical entered into employment agreements with each of Messrs. Ramaker and Klaeser, Ms. Gwizdala, Daniel W. Terpsma and James E. Tomczyk. A description of the terms and conditions of the employment agreements and the amounts payable thereunder follows.

Effective as of the effective time of the Merger, Chemical amended the Chemical Financial Corporation Stock Incentive Plan of 2012 (the “2012 Stock Plan”), the Chemical Financial Corporation Stock Incentive Plan of 2015 (the “2015 Stock Plan”), the Chemical Financial Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”), the Chemical Financial Corporation Directors’ Deferred Stock Plan (the “Directors’ Deferred Stock Plan”) and the Chemical Financial Corporation Supplemental Retirement Income Plan (the “SERP”). A description of the amendments to the plans follows.

On August 31, 2016, Chemical issued a press release announcing the completion of the Merger, a copy of which is attached to this report as Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

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